Sec Form 4 Filing - Rajagopalan Harith @ FRACTYL HEALTH, INC. - 2025-01-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rajagopalan Harith 2. Issuer Name and Ticker or Trading Symbol FRACTYL HEALTH, INC. [ GUTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 3 VAN DE GRAAFF DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2025 (Street) BURLINGTON, MA01803 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/30/2025 M 20,948 A $ 1.7 512,277 D Common Stock 01/30/2025 S( 1 ) 20,948 D $ 1.9476 ( 2 ) 491,329 D Common Stock 01/31/2025 M 90,972 A $ 1.7 582,301 D Common Stock 01/31/2025 S( 1 ) 90,972 D $ 1.816 ( 3 ) 491,329 D Common Stock 292,171 I By 2021 Irrevocable Trust Common Stock 292,170 I By 2016 Irrevocable Trust Common Stock 18,639 I By 2021 Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 1.7 01/30/2025 M 20,948 ( 4 ) 02/10/2025 Common Stock 20,948 $ 0 102,536 D Stock Option $ 1.7 01/31/2025 M 90,972 ( 4 ) 02/10/2025 Common Stock 90,972 $ 0 11,564 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rajagopalan Harith 3 VAN DE GRAAFF DRIVE SUITE 200 BURLINGTON, MA01803 X Chief Executive Officer Signatures /s/ Lisa A. Davidson, Attorney-in-fact 02/03/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents sales pursuant to a Rule 10b5-1 plan that the Reporting Person entered into on September 12, 2024. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.9100 to $2.0400, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.8000 to $1.8800, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )The option is fully vested and exercisable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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